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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Central Sprinkler Corporation
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Name of Issuer
Common Stock
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(Title of Class of Securities)
155184 10 4
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CUSIP Number
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 155184 10 4 SCHEDULE 13G Page 2 of 9
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Central Sprinkler Corporation Employee Stock Ownership Plan
(the "ESOP") and the Central Sprinkler Employee Stock
Ownership Plan Trust (the "ESOP Trust")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The ESOP is a defined contribution plan qualified
under section 401(a) of the Internal Revenue Code of 1986,
as amended. The ESOP Trust holds the assets of the ESOP. To
the extent not preempted by the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the assets of
the ESOP Trust have a situs in, and the ESOP and the ESOP
Trust are construed, enforced and administered according to
the laws of, the Commonwealth of Pennsylvania.
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5 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
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8 SHARED DISPOSITIVE POWER
583,000 shares of Common Stock at December 31, 1997
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,000 shares of Common Stock at December 31, 1997
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 155184 10 4 SCHEDULE 13G Page 3 of 9
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Central Sprinkler Corporation Employee Stock Ownership Plan Trustee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The filing person is a committee that acts as trustee of an
employee benefit plan on behalf of a Pennsylvania
corporation.
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5 SOLE VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
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8 SHARED DISPOSITIVE POWER
583,000 shares of Common Stock at December 31, 1997
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,000 shares of Common Stock at December 31, 1997
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 9
This Schedule 13G is filed pursuant to Rule 13d-1(b) of the
Securities Exchange Act of 1934, as amended, on behalf of the Central
Sprinkler Corporation Employee Stock Ownership Plan (the "ESOP"), the Central
Sprinkler Corporation Employee Stock Ownership Plan Trust (the "ESOP Trust")
and the ESOP Plan Trustee (the "Plan Trustee"), with respect to the shares of
Common Stock, $.01 par value per share (the "Common Stock"), of Central
Sprinkler Corporation, a Pennsylvania corporation (the "Company").
Item 1.
(a) Name of Issuer:
Central Sprinkler Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices:
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
Item 2.
(a) Name of Persons Filing:
This Schedule 13G is being filed on behalf of the
ESOP, the ESOP Trust and the Plan Trustee, as
trustee of the ESOP Trust.
(b) pAddress of Principal Office or, if none, Residence:
c/o Central Sprinkler Corporation
451 North Cannon Avenue
Lansdale, Pennsylvania 19446
(c) Citizenship:
The ESOP is a defined contribution plan of the
Company qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended. The ESOP
Trust holds the assets of the ESOP. To the extent
not preempted by ERISA, the ESOP assets have a
situs in, and the ESOP and the ESOP Trust are
construed, enforced and administered according to
the laws of, the Commonwealth of Pennsylvania. Each
of the three individuals that serve on the
committee that is the Plan Trustee are United
States citizens.
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Page 5 of 9
(d) Title of Class of Securities:
Common Stock, par value $.01 per share.
(e) CUSIP Number:
155184 10 4
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
check whether the person filing is a:
(a) o Broker or Dealer registered under Section 15 of
the Act
(b) o Bank as defined in section 3(a)(6) of the Act
(c) o Insurance Company as defined in section 3(a)(19)
of the act
(d) o Investment Company registered under section 8 of
the Investment Company Act
(e) o Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f) |X| Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see ss.240.13-1(b)(1)(ii)(F)
(g) o Parent Holding Company, in accordance with
ss.204.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) o Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
583,000 shares of Common Stock
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Page 6 of 9
(b) Percent of Class:
15.2%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct to vote:
-0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
583,000 shares of Common Stock
At December 31, 1997, a total of 770,000 shares of Common
Stock were held in the ESOP Trust, consisting of 187,000 shares that
have been allocated to the accounts of participants and 583,000
shares that are unallocated. All information reflects actual
allocations made through December 31, 1997.
The Plan Trustee is a committee of three members appointed
by the Board of Directors. All acts by the Plan Trustee are by a
majority of the committee members. Under the instruments governing
the ESOP and the ESOP Trust, the Plan Trustee, as a fiduciary, is
empowered to receive or direct the receipt of dividends from, and
proceeds from the sale of, all shares held in the ESOP Trust for the
exclusive benefit of the participants in the ESOP. The ESOP, the ESOP
Trust and the Plan Trustee may be deemed to have shared dispositive
power over the unallocated Common Stock held in the ESOP Trust.
The terms of the ESOP provide for the voting rights
associated with the Common Stock held by the ESOP Trust to be passed
through and exercised exclusively by the participants in the ESOP to
the extent that such shares are allocated to ESOP participants'
accounts. Shares of Common Stock held by the ESOP Trust that have not
been allocated to participants' accounts and shares of Common Stock
held by the ESOP Trust that have been allocated to participants'
accounts, but which have not been voted by the
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Page 7 of 9
participants, shall be voted in accordance with the voting
instructions received by the Plan Trustee with respect to the shares
of Common Stock that have been allocated to participants accounts.
Specifically, the Plan Trustee shall determine how the plurality of
the allocated shares have been directed to vote and shall vote all of
the unallocated shares and unvoted allocated shares of Common Stock
in accordance with the directions received with respect to the
plurality of the allocated shares.
The current members of the committee that act as the Plan
Trustee are George G. Meyer, Chief Executive Officer of the Company
and a director, William J. Pardue, Executive Vice President of the
Company's subsidiary, Central Sprinkler Company, and Albert T. Sabol,
Executive Vice President of the Company. Pursuant to Rule 13d-4, each
such member disclaims beneficial ownership of shares of Common Stock
that may be deemed to be beneficially owned by the Plan Trustee or
that are held by the ESOP Trust, except that each such member does
not disclaim beneficial ownership of those shares in which he has
beneficial ownership as a participant in the ESOP.
At December 31, 1997, Mr. Meyer beneficially owned, in his
individual capacity, 431,111 shares of Common Stock, representing
approximately 10.4% of the outstanding Common Stock at that date. The
number of shares beneficially owned by Mr. Meyer includes (i) 303,875
shares that may be acquired under currently exercisable options and
(ii) 3,998 shares allocated to his account under the ESOP. Mr. Meyer
has sole voting and sole dispositive power over the shares
beneficially owned by him at December 31, 1997.
At December 31, 1997, Mr. Pardue beneficially owned, in his
individual capacity, 80,743 shares of Common Stock, representing
approximately 2.1% of the outstanding Common Stock at that date. The
number of shares beneficially owned by Mr. Pardue includes (i) 45,625
shares that may be acquired under currently exercisable options and
(ii) 2,957 shares allocated to his account under the ESOP. Mr. Pardue
also has options to purchase 6,250 shares of Common Stock which are
not exercisable within 60 days of December 31, 1997. Mr. Pardue has
sole voting and sole dispositive power over the shares beneficially
owned by him at December 31, 1997.
At December 31, 1997, Mr. Sabol beneficially owned, in his
individual capacity, 37,467 shares of Common Stock, representing less
than 1% of the outstanding Common Stock at that date. The number of
shares beneficially owned by Mr. Sabol includes (i) 31,875 shares
that may be acquired under currently exercisable options and (ii)
2,767 shares allocated to his account under the ESOP. Mr. Sabol has
options to purchase 7,500 shares of Common Stock which are not
exercisable within 60 days of December 31, 1997. Mr. Sabol has sole
voting and sole dispositive power over the shares beneficially owned
by him at December 31, 1997.
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Page 8 of 9
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below the filing persons certify that,
to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
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Page 9 of 9
SIGNATURES
The filing of this Schedule 13G and the statements herein shall not
be construed as an admission that the filing person or any other person named
herein is, for purposes of Section 13(d), 13(g), 16(a) or 16(b) under the
Securities Exchange Act of 1934, as amended, or for any other purpose, the
beneficial owner of any of the securities described herein.
By signing below, the parties hereto hereby agree and consent,
pursuant to Rule 13d-1(f)(1), to the filing of this Schedule 13G on behalf of
each such party. Each filing person is solely responsible for the completeness
and accuracy of the information concerning itself contained herein and is not
responsible for the completeness or accuracy of the information concerning the
other party.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
CENTRAL SPRINKLER CORPORATION PLAN TRUSTEE,
EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL SPRINKLER CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN
CENTRAL SPRINKLER CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN TRUST
By: Plan Trustee, Central Sprinkler Corporation By: /s/ Albert T. Sabol
Employee Stock Ownership Trust --------------------------
Albert T. Sabol
Date: February 12, 1998
By: /s/ Albert T. Sabol
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Albert T. Sabol
Date: February 12, 1998
